# Cinemark Holdings, Inc.: Form 10-Q for the period ended Mar 31, 2025

- Company: [Cinemark Holdings, Inc.](/companies/cnk.md) (CIK 1385280)
- Form: 10-Q
- Filed: 2025-05-02
- Accepted by EDGAR: May 2, 2025, 06:45 ET
- Period: 2025-03-31
- Accession: 0000950170-25-062253
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1385280/000095017025062253/cnk-20250331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1385280/000095017025062253/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $540.7m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Interest expense | 3 months, 2025-01-01 to 2025-03-31 | $38.5m | us-gaap:InterestExpenseNonoperating |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | −$38.9m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | −$0.32 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | −$0.32 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 119,400,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |

## Management's discussion and analysis

As filed, 53,247 characters.

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and related notes and schedules included elsewhere in this report. Amounts included in the following discussion, except for theaters, screens, average screens, average ticket price and concessions revenue per patron, are rounded in millions.

We are a leader in the theatrical exhibition industry, with theaters in the U.S., Brazil, Argentina, Chile, Colombia, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, and Paraguay. As of March 31, 2025, we managed our business under two reportable segments – U.S. markets and international markets. See Note 16 to the condensed consolidated financial statements.

The success of the theatrical exhibition industry is contingent upon several key factors, including the volume of new film content available, which is continuing to recover from the effects of the COVID-19 pandemic and most recently the writers’ and actors’ guilds strikes (the “Hollywood strikes”), as well as the box office performance of new film content released, the duration of the exclusive theatrical release window, and evolving consumer behavior with competition from other forms of in-and-out-of-home entertainment.

#### Revenue and Expense

We generate revenue primarily from filmed entertainment box office receipts and concession sales, with additional revenue from screen advertising, screen rental and other revenue streams, such as transactional fees, studio trailer placements, meeting rentals, electronic video games and other games located in some of our facilities. Filmed entertainment box office receipts include traditional content from studios as well as alternative entertainment, such as the Metropolitan Opera, concert events, live and pre-recorded sports programs and other special events in our theaters. NCM provides our domestic theaters with various forms of in-theater advertising. Our Flix Media subsidiaries provide screen advertising and alternative content for our international circuit and for other international exhibitors.

Films leading the box office during the three months ended March 31, 2025 included new releases *Captain America: Brave New World, Dog Man, Disney’s Snow White, One of Them Days,* and *Paddington in Peru*, as well as the carryover of 2024 releases *Mufasa: The Lion King, Sonic the Hedgehog 3, Moana 2, Nosferatu,* and *A Complete Unknown.*

Film rental costs are variable in nature and fluctuate with our admissions revenue. Film rental costs as a percentage of revenue are generally higher for periods in which more blockbuster films are released. Advertising costs, which are expensed as incurred, are primarily related to expanding our customer base, increasing the frequency of visits and growing loyalty. These expenses vary depending on the timing and length of such campaigns.

Concession supplies expense is variable in nature and fluctuates with our concession revenue and also product mix. Inflationary pressures have impacted product costs in the near term, and inflationary pressures and tariffs may impact product costs going forward. We source products from a variety of partners around the world to minimize supply chain interruptions and manage costs, wherever possible.

Although salaries and wages include a fixed cost component (i.e., the minimum staffing costs to operate a theater facility during non-peak periods), salaries and wages tend to move in relation to anticipated changes in attendance. Staffing levels may vary based on the amenities offered at each location, such as full-service restaurants, bars or expanded food and beverage options. In certain international locations, staffing levels are also subject to local regulations, including minimum hour requirements. Labor market conditions and inflationary pressures have driven increases in wage rates across our labor base and similar increases may continue in the future.

Facility lease expense is primarily a fixed cost at the theater level as most of our facility leases require a fixed monthly minimum rent payment. Certain leases are subject to percentage rent only, while others are subject to percentage rent in addition to their fixed monthly rent if a target annual performance level is achieved. Facility lease expense as a percentage of revenue is also affected by the number of theaters under operating leases, the number of theaters under finance leases and the number of owned theaters.

Utilities and other costs include both fixed and variable costs and primarily consist of utilities, property taxes, property insurance, janitorial costs, credit card fees, third party ticket sales commissions, gift card commissions, repairs and maintenance expenses, security services, and projection and sound equipment maintenance expenses.

General and administrative expenses to support the overall management of the Company are primarily fixed in nature. Fixed expenses include salaries, wages and benefits costs for our corporate office personnel, facility expenses for our corporate and other offices, software license and maintenance costs and audit fees. General and administrative expenses include some variable expenses such as incentive compensation, consulting and legal fees, supplies, and other costs that are not specifically associated with the operations of our theaters.

### Results of Operations

The following table sets forth, for the periods indicated, the amounts for certain items reflected in the operating (loss) income of Holdings along with each of those items as a percentage of revenue.

| Operating data (in millions): Revenue | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Admissions | $264.1 | $289.8 |
| Concession | 210.4 | 224.2 |
| Other | 66.2 | 65.2 |
| Total revenue | $540.7 | $579.2 |
| Cost of operations |  |  |
| Film rentals and advertising | 141.4 | 154.3 |
| Concession supplies | 44.3 | 44.0 |
| Salaries and wages | 90.3 | 86.9 |
| Facility lease expense | 78.3 | 77.3 |
| Utilities and other | 105.7 | 100.4 |
| General and administrative expenses (1) | 54.5 | 48.9 |
| Depreciation and amortization | 49.5 | 49.4 |
| (Gain) loss on disposal of assets and other | (4.1) | 0.4 |
| Total cost of operations (1) | 559.9 | 561.6 |
| Operating (loss) income (1) | $(19.2) | $17.6 |
| **Operating data as a percentage of total revenue:** |  |  |
| Revenue |  |  |
| Admissions | 48.8% | 50.0% |
| Concession | 38.9% | 38.7% |
| Other | 12.3% | 11.3% |
| Total revenue | 100.0% | 100.0% |
| Cost of operations (2) |  |  |
| Film rentals and advertising | 53.5% | 53.2% |
| Concession supplies | 21.1% | 19.6% |
| Salaries and wages | 16.7% | 15.0% |
| Facility lease expense | 14.5% | 13.3% |
| Utilities and other | 19.5% | 17.3% |
| General and administrative expenses | 10.1% | 8.4% |
| Depreciation and amortization | 9.2% | 8.5% |
| (Gain) loss on disposal of assets and other | (0.8)% | 0.1% |
| Total cost of operations | 103.6% | 97.0% |
| Operating (loss) income | (3.6)% | 3.0% |
| Average screen count (3) | 5,649 | 5,712 |

(1) The only difference between components of operating (loss) income for Holdings, as presented above, and those of CUSA is incremental general and administrative expense recognized by Holdings. The following table sets forth, for the periods indicated, the amounts for general and administrative expense, total cost of operations and operating (loss) income of CUSA:

| Operating data (in millions): Cost of operations | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| General and administrative expenses | $53.5 | $48.0 |
| Total cost of operations | $558.9 | $560.7 |
| Operating (loss) income | $(18.2) | $18.5 |

35

(2) All costs are expressed as a percentage of total revenue, except film rentals and advertising, which are expressed as a percentage of admissions revenue, and concession supplies, which are expressed as a percentage of concession revenue.

(3) Average screen count is calculated based on the average of month end screen counts.

### Three months ended March 31, 2025 (the “2025 period”) versus the three months ended March 31, 2024 (the “2024 period”)

*2025 Period -* The North American Industry box office generated approximately $1.5 billion during the 2025 period, which included new releases *Captain America: Brave New World, Dog Man, Disney’s Snow White, One of Them Days* and *Paddington in Peru*, as well as the carryover of 2024 releases *Mufasa: The Lion King, Sonic the Hedgehog 3, Moana 2, Nosferatu,* and *A Complete Unknown.*

*2024 Period -* The North American Industry box office was approximately $1.7 billion during the 2024 period, which included new releases *Dune: Part Two, Kung Fu Panda 4, Bob Marley: One Love, Godzilla x Kong: The New Empire, Ghostbusters: Frozen Empire, Mean Girls* and *The Beekeeper,* as well as the carryover of 2023 releases *Wonka, Migration* and *Anything But You.*

*Revenue.* The table below, presented by reportable segment, summarizes our year-over-year revenue performance and certain key performance indicators that impact our revenue.

|  | U.S. Reportable Segment Three Months Ended March 31, 2025 | 2024 | % Change | International Reportable Segment Three Months Ended March 31, 2025 | 2024 | % Change | Constant Currency (3) 2025 | % Change | Consolidated Three Months Ended March 31, 2025 | 2024 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Admissions revenue | $207.6 | $231.8 | (10.4)% | $56.5 | $58.0 | (2.6)% | $65.1 | 12.2% | $264.1 | $289.8 | (8.9)% |
| Concession revenue | 164.4 | 178.6 | (8.0)% | 46.0 | 45.6 | 0.9% | 52.2 | 14.5% | 210.4 | 224.2 | (6.2)% |
| Other revenue (1) | 45.1 | 46.6 | (3.2)% | 21.1 | 18.6 | 13.4% | 24.5 | 31.7% | 66.2 | 65.2 | 1.5% |
| Total revenue (1) | $417.1 | $457.0 | (8.7)% | $123.6 | $122.2 | 1.1% | $141.8 | 16.0% | $540.7 | $579.2 | (6.6)% |
| Attendance | 20.6 | 23.6 | (12.7)% | 16.0 | 16.1 | (0.6)% |  |  | 36.6 | 39.7 | (7.8)% |
| Average ticket price (2) | $10.08 | $9.82 | 2.6% | $3.53 | $3.60 | (1.9)% | $4.07 | 13.1% | $7.22 | $7.30 | (1.1)% |
| Concession revenue per patron (2) | $7.98 | $7.57 | 5.4% | $2.88 | $2.83 | 1.8% | $3.26 | 15.2% | $5.75 | $5.65 | 1.8% |

(1) U.S. reportable segment revenue includes eliminations of intercompany transactions with the international reportable segment. See Note 16 to our condensed consolidated financial statements.

(2) Average ticket price is calculated as admissions revenue divided by attendance. Concession revenue per patron is calculated as concession revenue divided by attendance.

(3) Constant currency revenue amounts, which are non-GAAP measurements, were calculated using the average exchange rate for the corresponding month for 2024. We translate the results of our international reportable segment from local currencies into U.S. dollars using currency rates in effect at different points in time in accordance with U.S. GAAP. Significant changes in foreign currency exchange rates from one period to the next can result in meaningful variations in reported results. We are providing constant currency amounts for our international reporting segment to present a period-to-period comparison of business performance that excludes the impact of foreign currency fluctuations.

- *U.S.* Attendance decreased 12.7% to 20.6 million patrons during the 2025 period compared with 23.6 million patrons during the 2024 period primarily driven by fewer tentpole releases during the 2025 period. Average ticket price increased 2.6% to $10.08 during the 2025 period compared with $9.82 during the 2024 period driven by strategic pricing initiatives partially offset by lower premium format penetration. Concession revenue per patron increased 5.4% to $7.98 during the 2025 period compared with $7.57 during the 2024 period primarily driven by strategic pricing actions, higher incidence rates and a higher mix of merchandise. Other revenue for the 2025 period decreased 3.2% to $45.1 million compared with $46.6 million during the 2024 period primarily due to a decrease in attendance, which resulted in a reduction in the variable component of other revenue, partially offset by higher gaming and promotional income.
- *International.* Attendance decreased slightly to 16.0 million patrons for the 2025 period compared with 16.1 million patrons for the 2024 period driven by fewer tentpole releases offset by the strong performance of local film content and the benefit of promotional activities. Revenues, average ticket price and concession revenue per patron for our international segment, as reported, were unfavorably impacted by exchange rate fluctuations during the 2025 period. In constant currency, the average ticket price increased 13.1% to $4.07 for the 2025 period primarily due to inflationary pricing actions, partially offset by promotional activities. Similarly, in constant currency, concession revenue per patron increased 15.2% to $3.26 for the 2025 period primarily due to inflationary pricing actions, partially offset by promotional activities. Other revenue increased 31.7% in constant currency to $24.5 million for the 2025 period primarily due to inflationary impacts, higher screen advertising and loyalty program revenue, as well as increased online sales penetration.

*Cost of Operations.* The table below, presented by reportable segment, summarizes our year-over-year theater operating costs.

|  | U.S. Reportable Segment Three Months Ended March 31, 2025 | 2024 | % Change | International Reportable Segment Three Months Ended March 31, 2025 | 2024 | % Change | Constant Currency (1) 2025 | % Change | Consolidated Three Months Ended March 31, 2025 | 2024 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Film rentals and advertising | $113.2 | $126.3 | (10.4)% | $28.2 | $28.0 | 0.7% | $32.5 | 16.1% | $141.4 | $154.3 | (8.4)% |
| Concession supplies | $33.8 | $34.3 | (1.5)% | $10.5 | $9.7 | 8.2% | $11.9 | 22.7% | $44.3 | $44.0 | 0.7% |
| Salaries and wages | $74.6 | $72.5 | 2.9% | $15.7 | $14.4 | 9.0% | $17.9 | 24.3% | $90.3 | $86.9 | 3.9% |
| Facility lease expense | $60.2 | $60.5 | (0.5)% | $18.1 | $16.8 | 7.7% | $20.2 | 20.2% | $78.3 | $77.3 | 1.3% |
| Utilities and other | $81.8 | $78.3 | 4.5% | $23.9 | $22.1 | 8.1% | $27.3 | 23.5% | $105.7 | $100.4 | 5.3% |

(1) Constant currency expense amounts, which are non-GAAP measurements, were calculated using the average exchange rate for the corresponding month for 2024. We translate the results of our international reportable segment from local currencies into U.S. dollars using currency rates in effect at different points in time in accordance with U.S. GAAP. Significant changes in foreign currency exchange rates from one period to the next can result in meaningful variations in reported results. We are providing constant currency amounts for our international reportable segment to present a period-to-period comparison of business performance that excludes the impact of foreign currency fluctuations.

- *U.S.* Film rentals and advertising costs for the 2025 period remained flat compared with the 2024 period at 54.5% of admissions revenue primarily due to the lower concentration of high-grossing films offset by the overall mix of films and higher marketing spend. Concession supplies expense for the 2025 period was 20.6% of concession revenue compared with 19.2% for the 2024 period. The concession supplies rate for the 2025 period was primarily impacted by a higher mix of merchandise, lower rebates and inflationary pressures, partially offset by strategic pricing actions.

Salaries and wages increased 2.9% to $74.6 million for the 2025 period compared with $72.5 million for the 2024 period due to increased wage rates and workers’ compensation costs, partially offset by lower attendance. Salaries and wages in the 2025 period were also impacted by the lower-than expected box office performance. Facility lease expense, which is predominantly fixed in nature, decreased slightly to $60.2 million primarily due to lower percentage rent. Utilities and other costs increased 4.5% to $81.8 million, largely driven by higher property taxes, credit card fees and repairs and maintenance, partially offset by the decrease in attendance, as many of these costs are variable or semi-variable in nature.

- *International.* Our international operating costs, as reported, were favorably impacted by exchange rate fluctuations for the 2025 period.

Film rentals and advertising costs were 49.9% of admissions revenue as reported for the 2025 period compared with 48.3% for the 2024 period due to the overall mix of films and higher marketing spend. Concession supplies expense was 22.8% of concessions revenue as reported for the 2025 period compared with 21.3% for the 2024 period. The increase in the concession supplies rate was primarily driven by inflationary pressures and the impact of promotional activities.

Salaries and wages, facility lease expense and utilities and other expenses, as reported, were lower for the 2025 period as a result of favorable exchange rate fluctuations. In constant currency, salaries and wages increased to $17.9 million for the 2025 period primarily driven by wage and benefit inflation, as well as the impact of the lower-than expected box office performance. Facility lease expense increased to $20.2 million in constant currency for the 2025 period primarily due to inflationary increases and the dissipation of temporary rent abatements that benefited the 2024 period. Utilities and other costs increased to $27.3 million in constant currency for the 2025 period due to inflationary pressures and higher screen advertising related commissions, credit card fees and utility costs.

*General and Administrative Expense.* General and administrative expense for Holdings increased to $54.5 million for the 2025 period compared with $48.9 million for the 2024 period. General and administrative expense for CUSA increased to $53.5 million for the 2025 period compared with $48.0 million for the 2024 period. The increase for both Holdings and CUSA is primarily due to wages and benefits inflation, higher share-based compensation and related payroll taxes, and higher professional fees, partially offset by the favorable impact of exchange rate fluctuations.

*Depreciation and Amortization.* Depreciation and amortization expense increased to $49.5 million for the 2025 period compared with $49.4 million for the 2024 period.

*(Gain) Loss on Disposal of Assets and Other.* A gain on disposal of assets and other of $4.1 million was recorded for the 2025 period compared with a loss of $0.4 million for the 2024 period. Activity for the 2025 period was primarily related to gains on the sale of a land parcel and one of our owned theater properties.

*Interest Expense.* Interest expense for Holdings, which includes amortization of debt issuance costs and original issue discount and amortization of accumulated losses for swap amendments, was $38.5 million during the 2025 period compared with $37.7 million during the 2024 period. The interest expense attributable to CUSA was $32.4 million during the 2025 period compared with $31.6 million during the 2024 period. The increase in interest expense was primarily due to the impact of the issuance of the 7.00% Senior Notes in July 2024, partially offset by the redemption of the remaining principal amount of the 8.75% Secured Notes during May 2024, the extinguishment of the 5.875% Senior Notes during July 2024, and the term loan reprice transactions that reduced our margin rate by 50 bps in each of May and November 2024. See further discussion in *Liquidity and Capital Resources* below.

*Interest Income*. Interest income for Holdings was $12.0 million during the 2025 period compared with $13.6 million during the 2024 period. The interest income attributable to CUSA was $9.7 million during the 2025 period compared with $10.3 million during the 2024 period. The decrease in interest income was primarily due to foreign currency fluctuations.

*Foreign currency exchange gain.* We recorded a foreign currency exchange gain of $0.5 million during the 2025 period compared with $1.4 million during the 2024 period. The gain on foreign exchange is primarily related to currency exchange fluctuations related to US-denominated accounts in certain international countries, partially offset by the impact of hyper-inflationary accounting for Argentina.

*Equity in Income of Affiliates.* Equity in income of affiliates of $0.9 million was recorded during the 2025 period compared with $3.8 million during the 2024 period primarily due to lower income from our investment in AC JV, LLC during 2025. See Note 9 to the condensed consolidated financial statements for information about our equity investments.

*Net (Loss) Gain on Investment in NCMI.* We recorded a net loss on our investment in NCMI of $3.6 million during the 2025 period compared with a gain of $4.4 million during the 2024 period, primarily related to the mark-to-market adjustment of our investment in NCMI under the fair value basis of accounting. See Note 8 to the condensed consolidated financial statements for information about our investment in NCMI.

*Income Taxes - Holdings.* An income tax benefit of $14.7 million was recorded for the 2025 period compared with an income tax benefit of $27.7 million for the 2024 period. The effective tax rate was approximately 27.6% for the 2025 period compared with 1,144.3% for the 2024 period. The effective tax rate for the 2025 period differs from the U.S. statutory rate primarily due to foreign tax rate differences, the U.S. tax impact of foreign operations, and state and local taxes. During the 2024 period, a deferred tax benefit of $33.7 million was recorded discretely related to the release of valuation allowances in certain foreign jurisdictions. The release of these valuation allowances was the result of the availability of positive evidence related to sustained taxable income in the relevant jurisdictions to support the future realizability of deferred tax assets. This discrete benefit favorably impacted the effective tax rate for the 2024 period, causing the income tax benefit to vary significantly from the tax benefit derived by applying the statutory tax rate to Holdings’ pre-tax loss for the period. Income tax provisions for interim periods are generally based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

*Income Taxes - CUSA.* An income tax benefit of $14.2 million was recorded for the 2025 period compared with income tax benefit of $26.6 million for the 2024 period. The effective tax rate was approximately 29.3% for the 2025 period compared with (2,120.5)% for the 2024 period. The effective tax rate for the 2025 period differs from the U.S. statutory rate primarily due to foreign tax rate differences, U.S. tax impact of foreign operations, and state and local taxes. During the 2024 period, a deferred tax benefit of $33.7 million was recorded discretely related to the release of valuation allowances in certain foreign jurisdictions. The release of these valuation allowances was the result of the availability of positive evidence related to sustained taxable income in the relevant jurisdictions to support the future realizability of deferred tax assets. This discrete benefit favorably impacted the effective tax rate for the 2024 period, causing the income tax benefit to vary significantly from the tax expense derived by applying the statutory tax rate to the pre-tax income for the period. Income tax provisions for interim periods are generally based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

### Liquidity and Capital Resources

#### Operating Activities

We primarily collect our revenue in cash, mainly through box office receipts and the sale of concessions. Our revenue is generally received in cash prior to the payment of related expenses; therefore, we have an operating “float” and historically have not required traditional working capital financing. However, our working capital position will fluctuate based on seasonality, the timing and volume of new film content, the timing of interest payments on our debt as well as timing of payment of other operating expenses that are paid annually or semi-annually, such as property and other taxes and incentive compensation. We believe our existing cash and expected cash flows from operations will be sufficient to meet our working capital, capital expenditures, and known contractual obligations for the next twelve months and beyond.

Cash used for operating activities was $119.1 million for Holdings and $111.1 million for CUSA for the three months ended March 31, 2025, compared with cash used for operating activities of $22.7 million for Holdings and $16.4 million for CUSA for the three months ended March 31, 2024. The increase in cash used for operating activities was primarily driven by the timing of payments to vendors for expenses and the level of revenue earned during each period.

#### Investing Activities

Investing activities have been principally related to the development, remodel and enhancement of theaters, which historically have been financed with cash flow from operations and debt financings. Cash used for investing activities was $15.3 million and $23.3 million for the three months ended March 31, 2025 and 2024, respectively. The decrease in cash used for investing activities was primarily due to the proceeds from the sale of a land parcel and one of our owned theater properties during the three months ended March 31, 2025.

Below is a summary of capital expenditures, disaggregated by new and existing theaters, for the three months ended March 31, 2025 and 2024 (in millions):

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| New theaters | $5.0 | $3.2 |
| Existing theaters | 17.1 | 20.3 |
| Total capital expenditures | $22.1 | $23.5 |

We operated 497 theaters with 5,644 screens worldwide as of March 31, 2025. Theaters and screens opened and closed during the three months ended March 31, 2025 were as follows:

| U.S. (42 states) | January 1, 2025 | Built | Closed | March 31, 2025 |
| --- | ---: | ---: | ---: | ---: |
| Theaters | 304 | 1 | (1) | 304 |
| Screens | 4,255 | 7 | (16) | 4,246 |
| International (13 countries) |  |  |  |  |
| Theaters | 193 | — | — | 193 |
| Screens | 1,398 | — | — | 1,398 |
| Worldwide |  |  |  |  |
| Theaters | 497 | 1 | (1) | 497 |
| Screens | 5,653 | 7 | (16) | 5,644 |

39

As of March 31, 2025, we had the following signed new build and expansion commitments:

| Remainder of 2025 | Theaters (1) | Screens (1) | Estimated Remaining Investment (2) |
| --- | ---: | ---: | ---: |
| U.S. | — | 3 | $4.0 |
| International | — | 2 | 5.4 |
| Total | — | 5 | $9.4 |
| Subsequent to 2025 |  |  |  |
| U.S. | 2 | 16 | $29.3 |
| International | — | 4 | 7.7 |
| Total | 2 | 20 | $37.0 |
| Total commitments at March 31, 2025 | 2 | 25 | $46.4 |

(1) Based on the expected theater opening date.

(2) Approximately $26.7 million is expected to be paid during the remainder of 2025 and $7.6 million, $9.7 million and $2.4 million is expected to be paid during 2026, 2027 and 2028, respectively. The timing of payments is subject to change in the event of construction or other delays.

Actual expenditures for continued theater development and remodels are subject to change based upon the availability of attractive opportunities. During the next twelve months and the foreseeable future, we plan to fund capital expenditures for our continued development with cash flow from operations and, if needed, borrowings under our senior secured credit facility, proceeds from debt issuances, sale leaseback transactions and/or sales of excess real estate.

#### Financing Activities

Cash used for financing activities was $230.1 million for Holdings and $20.4 million for CUSA for the three months ended March 31, 2025, compared with $10.4 million for Holdings and CUSA for the three months ended March 31, 2024. The increase in cash used for financing activities for Holdings reflects the repurchase of common stock through the Company’s share repurchase program as discussed below, the payment of a quarterly cash dividend of $0.08 per share of common stock, and an increase in restricted stock withholdings for the payment of payroll taxes on awards that vested during the period. The increase in cash used for financing activities for CUSA was driven by higher restricted stock withholdings for the payment of payroll taxes on awards that vested during the period.

On March 6, 2025, Holdings’ Board of Directors approved a share repurchase program (the “Program”). Under the Program, Holdings was authorized to repurchase up to $200 million of its outstanding stock, before direct costs associated with the share repurchases. This Program commenced on March 11, 2025 and continued until the authorized repurchase amount was reached on March 27, 2025. Repurchases under the Program were funded using cash on hand.

Holdings, at the discretion of its Board of Directors and subject to applicable law, anticipates paying regularly quarterly cash dividends on its common stock. The amount of the dividends to be paid in the future, if any, will depend upon our then available cash balances, anticipated cash needs, overall financial condition, loan agreement restrictions as discussed below, and future prospects for earnings and cash flows, as well as other relevant factors. See Note 6 to the condensed consolidated financial statements for a summary of the quarterly dividend paid during three months ended March 31, 2025.

We may, from time to time, seek to retire or repurchase our outstanding debt securities through cash purchases or exchanges for other securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on the availability and prices of such debt securities, prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

We expect to repay the principal amount of our 4.50% Convertible Senior Notes upon their maturity in August 2025 with cash on hand, and we can, at our election, fund the remainder with cash, shares or a combination thereof. Our current intent is to settle the remainder with shares. See “*4.50% Convertible Senior Notes”* below.

#### Contractual Obligations

There have been no material changes in the contractual obligations previously disclosed in “Liquidity and Capital Resources” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed February 19, 2025.

#### Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

#### 4.50% Convertible Senior Notes

On August 21, 2020, Holdings issued $460.0 million of 4.50% convertible senior notes (the “4.50% Convertible Senior Notes”). The 4.50% Convertible Senior Notes will mature on August 15, 2025, unless earlier repurchased or converted. Interest on the notes is payable on February 15 and August 15 of each year.

Holders of the 4.50% Convertible Senior Notes may convert their 4.50% Convertible Senior Notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2025 only under the following circumstances: (1) during the five business day period after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Holdings’ common stock and the conversion rate on each such trading day; (2) if Holdings distributes to all or substantially all stockholders (i) rights, options or warrants entitling them to purchase shares at a discount to the recent average trading price of its common stock (including due to a stockholder rights plan) or (ii) Holdings’ assets or securities or rights, options or warrants to purchase the same with a per share value exceeding 10% of the trading price of Holdings’ common stock; or (3) upon the occurrence of specified corporate events as described further in the indenture. Prior to May 15, 2025, holders may convert their 4.50% Convertible Senior Notes during any calendar quarter (and only during such calendar quarter), if the last reported sale price of Holdings’ common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to $18.66 per share, on each applicable trading day. The conversion trigger price for the 4.50% Convertible Senior Notes will be reduced from $18.66 per share to $18.60 per share as a result of the dividend paid to stockholders on March 19, 2025. The adjustment will be implemented no later than June 17, 2025, which is the first day of the observation period for settlements of conversion of the notes at maturity. The closing price of Holdings' common stock exceeded $18.66 per share during at least 20 of the last 30 trading days of the quarter ended March 31, 2025 and, therefore, the 4.50% Convertible Senior Notes will be convertible during the second quarter of 2025. Beginning May 15, 2025, holders may convert their 4.50% Convertible Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion of the 4.50% Convertible Senior Notes, Holdings will deliver cash, shares of its common stock or a combination of cash and shares of its common stock, at its election.

The initial conversion rate is 69.6767 shares of Holdings’ common stock per one thousand dollars principal amount of the 4.50% Convertible Senior Notes. On February 18, 2025, Holdings’ Board of Directors declared a cash dividend of $0.32 per common share per annum, $0.08 payable quarterly, which will result in an adjustment of the conversion rate to 69.9061 shares of Holdings’ common stock per one thousand dollars principal amount of the 4.50% Convertible Senior Notes. This adjustment will be implemented no later than June 17, 2025, which is the first day of the observation period for settlements of conversion of the 4.50% Convertible Senior Notes at maturity. The conversion rate will be subject to further adjustment upon the occurrence of certain events, including, but not limited to, the payment of dividends to stockholders. If a make-whole fundamental change as defined in the indenture governing the 4.50% Convertible Senior Notes occurs prior to the maturity date, Holdings will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 4.50% Convertible Senior Notes in connection with such make-whole fundamental change.

Concurrently with the issuance of the 4.50% Convertible Senior Notes, Holdings entered into privately negotiated convertible note hedge transactions (the “Hedge Transactions”), with one or more of the initial purchasers of the 4.50% Convertible Senior Notes or their respective affiliates (the “Option Counterparties”). The Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 4.50% Convertible Senior Notes, the number of shares of Holdings’ common stock that will underlie the aggregate amount of the 4.50% Convertible Senior Notes, which gives Holdings the option to purchase approximately 32.0 million shares of its common stock at a price of approximately $14.35 per share, which will be reduced to $14.30 per share as a result of the dividend paid to stockholders on March 19, 2025, as discussed above. The Hedge Transactions are generally expected to reduce potential dilution to Holdings’ common stock upon any conversion of the 4.50% Convertible Senior Notes and/or offset any cash payments we may be required to make in excess of the principal amount of converted 4.50% Convertible Senior Notes, as the case may be.

Concurrently with entering into the Hedge Transactions, Holdings also entered into separate privately negotiated warrant transactions with Option Counterparties (the “Warrant Transactions”), whereby Holdings sold to Option Counterparties warrants to purchase (subject to the net share settlement provisions set forth therein) up to the same number of shares of Holdings’ common stock, subject to customary anti-dilution adjustments (the “Warrants”). The Warrants could separately have a dilutive effect to the extent that the market value per share of Holdings’ common stock exceeds the strike price of the Warrants on the applicable expiration dates unless, subject to the terms of the Warrants, Holdings elects to cash settle the Warrants. The Warrants give the Option Counterparties the option to purchase approximately 32.0 million shares at a price of approximately $22.08 per share, subject to adjustment for dividends paid to stockholders. The economic effect of these transactions is to effectively raise the strike price of the 4.50% Convertible Senior Notes to approximately $22.08 per share of Holdings’ common stock. The Warrants expire 1/80th per trading day between November 15, 2025 and March 12, 2026. Holdings received $89.4 million in cash proceeds from the Warrant Transactions, which were used along with proceeds from the 4.50% Convertible Senior Notes, to pay approximately $142.1 million to enter into the Hedge Transactions. The cash proceeds from the Warrant Transactions were recorded as additional paid-in-capital in the Company’s Consolidated Statement of Equity.

Together, the Hedge Transactions and the Warrants are intended to reduce the potential dilution from the conversion of the 4.50% Convertible Senior Notes. The Hedge Transactions and Warrants are recorded in equity and are not accounted for as derivatives, in accordance with applicable accounting guidance.

The 4.50% Convertible Notes are effectively subordinated to any of Holdings’, or its subsidiaries’, existing and future secured debt to the extent of the value of the assets securing such indebtedness, including obligations under the Credit Agreement. The 4.50% Convertible Notes are structurally subordinated to all existing and future debt and other liabilities of our subsidiaries, including trade payables, and including CUSA’s 5.25% Senior Notes due 2028 and its 7.00% Senior Notes due 2032, or, collectively, CUSA’s senior notes (but excluding all obligations under the Credit Agreement, as defined below, which are guaranteed by Holdings). The 4.50% Convertible Notes rank equally in right of payment with all of Holdings’ existing and future unsubordinated debt, including all obligations under the Credit Agreement, which is guaranteed by Holdings, and senior in right of payment to any future debt that is expressly subordinated in right of payment to the 4.50% Convertible Senior Notes. The 4.50% Convertible Senior Notes are not guaranteed by any of Holdings' subsidiaries.

#### Senior Secured Credit Facility

On May 26, 2023, CUSA amended and restated its senior secured credit facility (the “Credit Agreement”) to provide for an aggregate principal amount of $775.0 million, consisting of a $650.0 million term loan with a maturity date of May 24, 2030 and a $125.0 million revolving credit facility with a maturity date of May 26, 2028. The term loan and revolving credit facility are subject to a springing maturity date of April 15, 2028 if CUSA’s 5.25% Senior Notes due 2028 have not been paid or refinanced as required under the Credit Agreement prior to such date, as more specifically described in the Credit Agreement.

Under the Credit Agreement, quarterly principal payments of $1.6 million are due on the term loan through March 31, 2030, with a final principal payment of the remaining unpaid principal due on May 24, 2030.

Interest on the term loan accrues, at CUSA's option, at either (i) a rate determined by reference to the secured overnight financing rate (“SOFR”) as published by CME Group Benchmark Administration Limited and identified by Barclay's Bank PLC (the Administrative Agent) as the forward-looking term rate based on SOFR for a period of 1, 3, or 6 months (depending upon the Interest Period (as defined in the Credit Agreement) chosen by CUSA) (the “Term SOFR Rate”), subject to a floor of 0.50% per annum, plus an applicable margin of 2.75% per annum, or (ii) for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Reserve Bank of New York Rate in effect on such day, plus 1/2 of 1.00% and (c) the Term SOFR Rate for a one month Interest Period, as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day), plus 1.00% (this clause (ii), the "Alternate Base Rate"), subject in the case of this clause (ii) to a floor of 1.50% per annum, plus, in the case of this clause (ii), an applicable margin of 1.75% per annum.

Interest on revolving credit loans accrues, at CUSA's option, at either (i) the Term SOFR Rate plus an applicable margin that ranges from 3.00% to 3.50% per annum, or (ii) the Alternate Base Rate, subject, in the case of this clause (ii) to a floor of 1.00% per annum, plus, in the case of this clause (ii), an applicable margin that ranges from 2.00% to 2.50%. The applicable margin with respect to revolving credit loans is a function of the Consolidated Net Senior Secured Leverage Ratio as defined in the Credit Agreement. As of March 31, 2025, the applicable margin was 3.00%, however, there were no borrowings outstanding under the revolving line of credit. In addition, CUSA is required to pay a commitment fee on the revolving line of credit that accrues at a rate ranging from 0.20% to 0.375% per annum of the daily unused portion of the revolving line of credit. The commitment fee rate is a function of the Consolidated Net Senior Secured Leverage Ratio and was 0.20% at March 31, 2025.

CUSA’s obligations under the Credit Agreement are guaranteed by Holdings and certain subsidiaries of Holdings other than CUSA (the “Other Guarantors”) and are secured by security interests in substantially all of Holdings’ and the Other Guarantors’ personal property.

The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on the ability of Holdings, CUSA and their subsidiaries to: merge, consolidate, liquidate, or dissolve; sell, transfer or otherwise dispose of assets; create, incur or permit to exist certain indebtedness and liens; pay dividends, repurchase stock and make other Restricted Payments (as defined in the Credit Agreement); prepay certain indebtedness; make investments; enter into transactions with affiliates; and change the nature of their business. At any time that CUSA has revolving credit loans outstanding, it is not permitted to allow the Consolidated Net Senior Secured Leverage Ratio to exceed 3.5 to 1.0. As of March 31, 2025, there were no revolving credit loans outstanding, and CUSA’s Consolidated Net Senior Secured Leverage Ratio was below zero.

The Credit Agreement also includes customary events of default, including, among other things, payment default, covenant default, breach of representation or warranty, bankruptcy, cross-default, material ERISA events, a change of control, material money judgments and failure to maintain security interests. If an event of default occurs, all commitments under the Credit Agreement may be terminated and all obligations under the Credit Agreement could be accelerated by the Lenders, causing all loans outstanding (including accrued interest and fees payable thereunder) to be declared immediately due and payable.

The Restricted Payments covenant, as defined in the Credit Agreement generally does not limit the ability of Holdings and its subsidiaries to pay dividends and make other Restricted Payments if the Consolidated Net Total Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 2.75 to 1.00. If the Consolidated Net Total Leverage Ratio is greater than 2.75 to 1.00, but not greater than 5.00 to 1.00, Restricted Payments generally may be made in an aggregate amount not to exceed the Available Amount (as defined in the Credit Agreement), which is a function of CUSA’s Consolidated EBITDA minus 1.75 times its Consolidated Interest Expense (as such terms are defined in the Credit Agreement) and certain other factors as specified in the Credit Agreement. As of March 31, 2025, the Consolidated Net Total Leverage Ratio was 2.02 to 1.00 and the Available Amount was $1,031.6 million. In addition, the Credit Agreement contains other baskets that allow certain Restricted Payments in excess of the Applicable Amount.

We have three interest rate swap agreements that are used to hedge a portion of the interest rate risk associated with the variable interest rates on the term loan outstanding under the Credit Agreement. See Note 7 to the condensed consolidated financial statements for discussion of the interest rate swaps.

As of March 31, 2025, there was $637.1 million outstanding under the term loan and no borrowings were outstanding under the $125.0 million revolving line of credit. The average interest rate on outstanding term loan borrowings under the Credit Agreement as of March 31, 2025 was approximately 6.3% per annum, after giving effect to the interest rate swap agreements.

#### 7.00% Senior Notes

On July 18, 2024, CUSA issued $500.0 million aggregate principal 7.00% senior unsecured notes, at par (the “7.00% Senior Notes”). The notes will mature on August 1, 2032. Interest on the 7.00% Senior Notes is payable on February 1 and August 1 of each year, beginning on February 1, 2025. CUSA incurred debt issuance costs of approximately $8.7 million in connection with the issuance, which were recorded as a reduction of long-term debt on the Company’s consolidated balance sheet. Proceeds, net of fees, were used to repay CUSA’s 5.875% $405.0 million aggregate principal amount of Senior Notes due March 2026. The remainder of the net proceeds will be used for general corporate purposes.

The 7.00% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA’s subsidiaries, or its guarantors, that guarantee, assume or in any other manner become liable with respect to any of CUSA’s or its guarantors’ other debt. If CUSA cannot make payments on the 7.00% Senior Notes when they are due, CUSA’s guarantors must make them instead. The 7.00% Senior Notes and the guarantees are senior unsecured obligations and rank equally in right of payment with all of CUSA’s and its guarantor’s existing and future senior debt, including the 5.25% senior notes due 2028 and all borrowings under CUSA’s Credit Agreement. The notes and the guarantees will be structurally subordinated to all existing and future debt and other liabilities of CUSA’s non-guarantor subsidiaries. The notes and the guarantees will be structurally senior to the 4.50% convertible senior notes due 2025, and all future debt, if any, issued by Holdings that is not guaranteed by CUSA or any of its subsidiaries.

Prior to August 1, 2027, CUSA has the option to redeem all or a portion of the 7.00% Senior Notes at a price equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a make-whole premium. In addition, prior to August 1, 2027, CUSA may redeem up to 40% of the aggregate principal amount of the 7.00% Senior Notes with funds in an amount equal to the net proceeds of certain equity offerings at a redemption price equal to 107.0% of the principal amount of the 7.00% Senior Notes redeemed, plus accrued and unpaid interest, if any, as long as (i) at least 60% of the principal amount of the 7.00% Senior Notes outstanding issued under the indenture governing the 7.00% Senior Notes (including any additional notes) remains outstanding immediately after each such redemption and (ii) the redemption occurs within 120 days of the date of the closing of such equity offerings.

CUSA may redeem the 7.00% Senior Notes in whole or in part at any time on or after August 1, 2027 at redemption prices set forth in the indenture governing the 7.00% Senior Notes.

The indenture governing the 7.00% Senior Notes contains covenants that limit, among other things, the ability of CUSA and certain of its subsidiaries to (1) incur or guarantee additional indebtedness, (2) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments, (3) make certain investments, (4) engage in certain transactions with affiliates, (5) incur or assume certain liens, and (6) consolidate, merge or transfer all or substantially all of its assets. Additionally, upon a change in control, as defined in the indenture governing the 7.00% Senior Notes, CUSA would be required to make an offer to repurchase all of the 7.00% Senior Notes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase.

#### 5.25% Senior Notes

On June 15, 2021, CUSA issued $765.0 million aggregate principal amount of 5.25% senior notes due 2028, at par value (the “5.25% Senior Notes”). Interest on the 5.25% Senior Notes is payable on January 15 and July 15 of each year. The 5.25% Senior Notes mature on July 15, 2028.

The 5.25% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA’s subsidiaries that guarantee, assume or become liable with respect to any of CUSA's or a guarantor’s debt. The 5.25% Senior Notes and the guarantees will be CUSA’s and the guarantors’ senior unsecured obligations and (i) rank equally in right of payment to CUSA’s and the guarantors’ existing and future senior debt, including borrowings under CUSA's Credit Agreement and CUSA’s existing senior notes, (ii) rank senior in right of payment to CUSA’s and the guarantors’ future subordinated debt, (iii) are effectively subordinated to all of CUSA’s and the guarantors’ existing and future secured debt, including all obligations under the Credit Agreement, in each case to the extent of the value of the collateral securing such debt, (iv) are structurally subordinated to all existing and future debt and other liabilities of CUSA’s non-guarantor subsidiaries, and (v) are structurally senior to the 4.50% convertible senior notes due 2025 issued by Holdings.

CUSA may redeem the 5.25% Senior Notes in whole or in part at redemption prices specified in the indenture.

#### Covenant Compliance

The indentures governing the 5.25% Senior Notes and the 7.00% Senior Notes ("the indentures") contain covenants that limit, among other things, the ability of CUSA and certain of its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of March 31, 2025, CUSA could have distributed up to approximately $4.0 billion to its parent company and sole stockholder, Holdings, under the terms of the indentures, subject to its available cash and other borrowing restrictions outlined in the indentures. Upon a change of control, as defined in the indentures, CUSA would be required to make an offer to repurchase the 5.25% Senior Notes and the 7.00% Senior Notes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indentures allow CUSA to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratio as of March 31, 2025 was 5.8 to 1.

See discussion of dividend restrictions and the net senior secured leverage ratio under the Credit Agreement at *Senior Secured Credit Facility* above.

As of March 31, 2025, we believe we were in full compliance with all agreements, including all related covenants, governing our outstanding debt.

## Market risk

As filed, 3,120 characters.

We have exposure to financial market risks, including changes in interest rates and foreign currency exchange rates.

#### Interest Rate Risk

The Company currently has variable rate debt. An increase or decrease in interest rates would affect its interest expense related to this variable rate debt. At March 31, 2025, we had an aggregate of $187.1 million of variable rate debt outstanding, after giving effect to the interest rate swaps. Based on the interest rates in effect on the variable rate debt outstanding at March 31, 2025, a 100 basis point increase in market interest rates would increase our annual interest expense by $1.9 million.

The tables below provide information about Holdings' and CUSA’s fixed rate and variable rate long-term debt agreements as of March 31, 2025. The Company has three interest rate swap agreements that are used to hedge a portion of the interest rate risk associated with the variable interest rates on the Company’s term loan debt. See *Interest Rate Swap Agreements* below. Holdings’ long-term debt agreements include fixed rate and variable rate long-term debt of CUSA, which is guaranteed by Holdings.

#### Holdings Debt

*(in millions)*

|  | Expected Maturity for the Twelve Months Ending March 31, 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | Fair Value | Average Interest Rate |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Fixed rate | $460.0 | $— | $— | $765.0 | $— | $950.0 | $2,175.0 | $2,510.5 | 5.6% |
| Variable rate | 6.4 | 6.4 | 6.4 | 6.4 | 6.4 | 155.1 | 187.1 | 188.5 | 7.0% |
| Total debt (1) | $466.4 | $6.4 | $6.4 | $771.4 | $6.4 | $1,105.1 | $2,362.1 | $2,699.0 | 5.7% |

(1) Amounts are presented before adjusting for debt issuance costs.

#### CUSA Debt

*(in millions)*

|  | Expected Maturity for the Twelve Months Ending March 31, 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | Fair Value | Average Interest Rate |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Fixed rate | $— | $— | $— | $765.0 | $— | $950.0 | $1,715.0 | $1,703.7 | 5.9% |
| Variable rate | 6.4 | 6.4 | 6.4 | 6.4 | 6.4 | 155.1 | 187.1 | 188.5 | 7.0% |
| Total debt (1) | $6.4 | $6.4 | $6.4 | $771.4 | $6.4 | $1,105.1 | $1,902.1 | $1,892.2 | 6.1% |

(1) Amounts are presented before adjusting for debt issuance costs.

#### Interest Rate Swap Agreements

All of the interest rate swap agreements qualify for cash flow hedge accounting. The fair values of the interest rate swaps are recorded on each of Holdings’ and CUSA’s condensed consolidated balance sheet as an asset or liability with the related gains or losses reported as a component of accumulated other comprehensive loss. See Note 7 to the condensed consolidated financial statements for further discussion of the interest rate swap agreements.

#### Foreign Currency Exchange Rate Risk

There have been no material changes in foreign currency exchange rate risk previously disclosed in “Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed February 19, 2025.

## Controls and procedures

As filed, 1,722 characters.

#### Evaluation of the Effectiveness of Disclosure Controls and Procedures

As of March 31, 2025, under the supervision and with the participation of Holdings’ and CUSA’s principal executive officer and principal financial officer, Holdings and CUSA carried out an evaluation required by the Exchange Act of the effectiveness of the design and operation of their respective disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based on this evaluation, Holdings’ and CUSA’s principal executive officer and principal financial officer concluded that, as of March 31, 2025, each of Holdings’ and CUSA’s respective disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by each of Holdings and CUSA in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and were effective to provide reasonable assurance that such information is accumulated and communicated to Holdings’ and CUSA’s management, including

Holdings’ and CUSA’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

#### Changes in Internal Control Over Financial Reporting

There have been no changes in Holdings’ and CUSA’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 that occurred during the quarter ended March 31, 2025 that materially affected, or are reasonably likely to materially affect, Holdings’ and CUSA’s internal control over financial reporting.

## Risk factors

As filed, 211 characters.

We believe there have been no material changes in our risk factors from those disclosed in “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed February 19, 2025.

Filed May 2, 2025.
Source: SEC EDGAR, the filing index for accession 0000950170-25-062253. Last ingested by Listed: Oct 24, 2026, 15:12 ET. No prices; not investment advice.